Hi Anon, depending on the circumstances, you have a few options. You can make elections under 336(e) or 338(hredactedyour understanding of 338(h)(10) isn't quite right from the information you've shared. Alternatively, you can have the seller undergo an F-reorganization prior to the closing. The advantage of an F-reorganization is that you are left with a single member LLC taxed as a disregarded entity (or partnership depending on structure), which is more flexible than an S-corporation. F-reorganizations also protect against the risk of a blown S-election. But they're wonky and hard to explain to sellers, making them a tougher ask. I hope that helps. Let me know if you want to discuss in greater detail. Feel free to reach out at redacted

Your options are basically what ^redacted‌ said, though I’d guess you probably can’t make a 338(h)(10), so you can either make a 336(e) election, do an F reorg, or if you’re not worried about seller tax exposure, just have the seller convert their S corp to an LLC. redacted if you want to discuss.